MANITOWOC CO INC — Director's Dealing 2006

Nov 16, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-11-15

Reporting Person: MUSIAL THOMAS G (Sr. VP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-15	Common Stock	M	21595	$12.625	Acquired	93519.076	Direct
2006-11-16	Common Stock	S	21595	$56.0926	Disposed	71924.076	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-11-15	Emp StockOption (right to buy)	$12.625	M	21595	Disposed	2010-02-15	Common Stock (21595)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10350.84	Indirect

Footnotes

F1: Includes amount and price of shares acquired in exempt transactions pursuant to a Shareholder Dividend Reinvestment Plan.

F2: Includes amount and purchase price of common stock units acquired in an exempt transaction pursuant to dividend reinvestment provisions of the Deferred Compensation Plan.

F3: Average price of shares sold. Sale prices ranged from a low of $56.00 to a high of $56.14.